Exhibit 10.1.1
AGREEMENT TO PURCHASE
Date: January 19,
2005
Subject to all of the terms and
provision herein below set forth, I/we offer to purchase the
following property.
5959 South Sherwood Forest, East Baton Rouge
Parish,
Tracts F1 and F2 in Section 58, T7S, R2E, fronting on the
southeast corner of
South Sherwood Forest Boulevard and Wentling Drive, less and except
the selloff of Tract F-1-B .
I/We offer and agree to purchase
the property described above for the sum of Four Million Three
Hundred Thousand and NO/100’s Dollars ($4,300,000.00)
subject to any valid restrictions and to servitude’s of
record and to any zoning ordinances affecting this property. Sales
price includes all building thereon, together with fences, and
other improvements including all permanently installed and built-in
appliances and fixtures, air conditioning window units and bathroom
mirrors, provided that any or all of these items are in place at
the time this agreement is executed and unless otherwise stated
herein. It is understood by Purchaser that Seller makes no warranty
respecting the soil or sub-soil conditions of the property
conveyed, or its suitability for construction.
TERMS OF SALE:
|
•
|
Cash at Act of Sale.
|
|
|
|
•
|
Sale to be made “As-Is, Where
Is, without warranty”, and attached as Exhibit
“A” is the language that shall be included in the cash
sale.
|
|
|
|
|
|
|
•
|
At
the sole expense of Purchaser, Purchaser shall have until March 7,
2005 as a “Contingency Period”, within which to make a
thorough inspection of the property to include Amedisys Board
Approval, Structure, Environmental, Phase I audit, Soil Conditions,
and other aspects of the property as it relates to the
Purchaser’s intended use. Purchaser, in Purchaser’s
sole discretion, reserves the right to cancel this Agreement for
any reason whatsoever during the Contingency Period by providing
Seller or Seller’s agent with written notice of such
cancellation during this period. If Purchaser so elects to cancel
this Agreement, Seller agrees to instruct realtor in writing to
promptly return the deposit to the Purchaser. At the end of the
“Contingency Period” the Purchaser will be deemed to
have accepted the Structure, Environmental, Phase I, Soil
Conditions, and other aspects of the property, and Purchaser will
provide Seller evidence of Amediysis Board Approval.
|
|
|
|
|
•
|
Purchaser and Arkel Constructors,
Inc. agree to enter into a construction/construction management
contract to recondition and build out the subject premises, for a
fee of four percent (4%) of the costs incurred, plus reimbursement
by the Purchaser to Arkel Constructors, Inc. of all costs,
including but not limited to, direct overhead, taxes and insurance,
attributable to the job. This fee shall be not less than
$125,00.00, nor more than $250,000.00. The minimum fee shall be
earned at the time Purchaser acquires title to the property and
will be paid regardless of whether the recondition and buildout is
undertaken, said agreement to be approved as to form prior to
March 7, 2005.
|
|
|
|
|
|
|
|
If seller owns
any mineral rights they are to be conveyed without
warranty.
|
|
|
|
|
|
|
|
Mineral rights
owned by Seller, if any, are to be reserved by Seller. If mineral
rights are to be reserved by the Seller, Seller agrees to release
the surface from any mineral activity or use.
|
Taxes for the year the sale is
closed shall be prorated to date of sale.
Act of Sale to be passed, at
expense to Purchaser and before Purchaser’s Notary, unless
otherwise provided herein, on April 4, 2005, or before
with mutual agreement by both parties in
writing. Any extension shall be agreed upon in writing and signed
by Seller and Purchaser. However, if bona fide curative work in
connection with title is required the parties hereto agree to and
do extend the time for passing Act of Sale by thirty
(30) days. Seller’s title shall be merchantable. In the
event the title is not valid or merchantable and cannot within
30 days from the date set for the passage of this sale be made
valid or merchantable at a reasonable expense, this contract shall
be null and void at t
|
